Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 28, 2024

CASEY'S GENERAL STORES, INC.

(Exact name of registrant as specified in its charter)


Iowa
(State or other jurisdiction of incorporation)

001-34700						42-0935283
(Commission File Number)						(I.R.S. Employer Identification Number)

One SE Convenience Blvd., Ankeny, Iowa

(Address of principal executive offices)

50021

(Zip Code)

515/965-6100

(Registrant's telephone number, including area code)

NONE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value per share	CASY	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 2.02. Results of Operations and Financial Condition.

On September 4, 2024, Casey's General Stores, Inc. (the "Company") issued a press release announcing its financial results for the first quarter ended July 31, 2024 (the "Press Release"). A copy of the Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

On August 28, 2024, the Company held its 2024 annual shareholders’ meeting (the “Meeting”). The matters voted upon, and results, were as follows:

At the Meeting, the following eleven nominees were elected, by a majority vote, to serve until the next annual shareholders’ meeting and until their successors are elected and qualified (Proposal #1):


NOMINEE	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
Sri Donthi	31,362,897	97,763	51,630	2,740,556
Donald E. Frieson	31,173,123	288,932	50,235	2,740,556
Cara K. Heiden	31,400,437	60,903	50,950	2,740,556
David K. Lenhardt	31,064,087	397,167	51,036	2,740,556
Maria Castañón Moats	31,393,894	69,073	49,323	2,740,556
Darren M. Rebelez	30,727,016	735,244	50,030	2,740,556
Larree M. Renda	31,252,648	209,952	49,690	2,740,556
Judy A. Schmeling	31,074,730	388,119	49,441	2,740,556
Michael Spanos	31,393,027	67,717	51,546	2,740,556
Gregory A. Trojan	31,398,911	62,139	51,240	2,740,556
Allison M. Wing	31,402,795	77,359	32,136	2,740,556

At the Meeting, the vote to ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending April 30, 2025, was as follows (Proposal #2):


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
33,591,302	604,606	56,938	0

At the Meeting, the advisory vote on named executive officer compensation was as follows (Proposal #3):


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
30,749,195	671,054	92,041	2,740,556

At the Meeting, the vote on the shareholder proposal regarding independent board chair policy was as follows (Proposal #4):


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
6,396,742	25,028,680	86,868	2,740,556

At the Meeting, the vote on the shareholder proposal regarding greenhouse gas emissions reporting was as follows (Proposal #5):


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
6,925,887	24,372,852	213,551	2,740,556

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.			Description
99.1			Press Release issued by Casey's General Stores, Inc. dated September 4 , 2024
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


		CASEY'S GENERAL STORES, INC.

Dated: September 4, 2024	By:	/s/ Stephen P. Bramlage Jr.
		Stephen P. Bramlage Jr.
		Chief Financial Officer

Exhibit 99.1


FOR IMMEDIATE RELEASE
Casey’s General Stores, Inc.
One SE Convenience Blvd
Ankeny, IA 50021

Casey's Announces First Quarter Results

Ankeny, IA, September 4, 2024 - Casey’s General Stores, Inc. ("Casey's" or the "Company") (Nasdaq: CASY) one of the leading convenience store chains in the United States, today announced financial results for the three months ended July 31, 2024.

First Quarter Key Highlights

•Diluted EPS of $4.83, up 7% from the same period a year ago. Net income was $180 million, up 6%, and EBITDA1 was $346 million, up 9%, from the same period a year ago.

•Inside same-store sales increased 2.3% compared to prior year, and 7.9% on a two-year stack basis, with an inside margin of 41.7%. Total inside gross profit increased 10.4% to $614.3 million compared to the prior year.

•Same-store fuel gallons were up 0.7% compared to prior year with a fuel margin of 40.7 cents per gallon. Total fuel gross profit increased 5.9% to $314.5 million compared to the prior year.

•Same-store operating expenses excluding credit card fees were up 0.7%, favorably impacted by a 2% reduction in same-store labor hours.

•The previously announced Fikes Wholesale, Inc. ("Fikes") acquisition, with its 198 CEFCO convenience stores, is expected to close in calendar 2024.

"Casey's started the fiscal year off on the right foot and delivered another solid quarter highlighted by strong inside gross profit growth,” said Darren Rebelez, Chairman, President and CEO. “Inside same-store sales were driven by prepared food and dispensed beverage, with hot sandwiches and bakery performing exceptionally well. Our fuel team continues to balance volume and margin as they delivered positive same-store fuel gallons while also achieving over 40 cents per gallon fuel margin. The operations team continues to find efficiencies as we reduced same-store labor hours for the ninth consecutive quarter. Finally, we continue to work on closing the highly strategic Fikes acquisition, and look forward to welcoming their team to the Casey’s family."

Earnings


	Three Months Ended July 31,
	2024		2023
Net income (in thousands)	$	180,198	$	169,237
Diluted earnings per share	$	4.83	$	4.52
EBITDA (in thousands)	$	345,782	$	316,899

For the quarter, net income, diluted EPS, and EBITDA were up compared to the same period a year ago primarily due to a strong inside margin and fuel margin, partially offset by higher operating expenses due to operating 138 additional stores.

1 EBITDA is reconciled to net income below.

Inside


	Three Months Ended July 31,
	2024			2023
Inside sales (in thousands)	$	1,474,107		$	1,369,749
Inside same-store sales	2.3		%	5.4		%
Grocery and general merchandise same-store sales	1.6		%	5.2		%
Prepared food and dispensed beverage same-store sales	4.4		%	5.9		%
Inside gross profit (in thousands)	$	614,322		$	556,434
Inside margin	41.7		%	40.6		%
Grocery and general merchandise margin	35.4		%	34.1		%
Prepared food and dispensed beverage margin	58.3		%	58.2		%

Total inside sales were up 7.6% for the quarter driven by strong performance in the prepared food and dispensed beverage category, including hot sandwiches and bakery as well as non-alcoholic and alcoholic beverages in the grocery and general merchandise category. Inside margin was up 110 basis points compared to the same quarter a year ago, driven primarily by proactive cost of goods management and product mix.

Fuel2


	Three Months Ended July 31,
	2024			2023
Fuel gallons sold (in thousands)	772,536			713,991
Same-store gallons sold	0.7		%	0.4		%
Fuel gross profit (in thousands)	$	314,548		$	296,978
Fuel margin (cents per gallon, excluding credit card fees)	40.7		¢	41.6		¢

For the quarter, total fuel gallons sold increased 8.2% compared to the prior year primarily due to the store count increase, while same-store gallons were up 0.7% versus the prior year. The Company’s total fuel gross profit was up 5.9% versus the prior year. The Company sold $4.8 million in renewable fuel credits (RINs) in the first quarter, a decrease of $15.4 million from the same quarter in the prior year.

Operating Expenses


	Three Months Ended July 31,
	2024			2023
Operating expenses (in thousands)	$	609,474		$	560,855
Credit card fees (in thousands)	$	63,809		$	60,985
Same-store operating expenses excluding credit card fees	0.7		%	3.4		%

Operating expenses increased approximately 9% during the first quarter. Operating 138 more stores than prior year accounted for approximately 5% of the increase. The impact of one-time deal costs related to pending acquisitions was approximately 1% of the increase. Total same-store employee expense contributed to approximately 1% of the increase, as the increases in labor rates were partially offset by a reduction in same-store labor hours.

Expansion


			Store Count
April 30, 2024			2,658
New store construction			10
Acquisitions			9


Closed			(3)
July 31, 2024			2,674

2 Fuel category does not include wholesale fuel activity, which is included in Other.

Liquidity

At July 31, 2024, the Company had approximately $1.2 billion in available liquidity, consisting of approximately $305 million in cash and cash equivalents on hand and approximately $900 million in available borrowing capacity on existing lines of credit.

Share Repurchase

During the first quarter, the Company did not repurchase any shares. The Company has approximately $295 million remaining under its existing share repurchase authorization.

Dividend

At its August meeting, the Board of Directors approved a quarterly dividend of $0.50 per share. The dividend is payable November 15, 2024, to shareholders of record on November 1, 2024.

Fiscal 2025 Outlook

The Company is not updating its previously communicated fiscal 2025 outlook until after the closing of the Fikes transaction, with the exception of store growth, which is now expected to be approximately 270 units in fiscal 2025.

Under its previously communicated fiscal 2025 outlook, the Company expects EBITDA to increase at least 8%. The Company expects inside same-store sales to increase 3% to 5% and inside margin comparable to fiscal 2024. The Company expects same-store fuel gallons sold to be between negative 1% to positive 1%. Total operating expenses are expected to increase approximately 6% to 8%. Net interest expense is expected to be approximately $56 million. Depreciation and amortization is expected to be approximately $390 million and the purchase of property and equipment is expected to be approximately $575 million. The tax rate is expected to be approximately 24% to 26% for the year.

Casey’s General Stores, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Amounts in thousands, except share and per share amounts)

(Unaudited)


	Three Months Ended July 31,
	2024		2023
Total revenue	$	4,097,737	$	3,869,251
Cost of goods sold (exclusive of depreciation and amortization, shown separately below)	3,142,481		2,991,497

Operating expenses	609,474		560,855
Depreciation and amortization	94,409		82,905
Interest, net	14,067		12,495
Income before income taxes	237,306		221,499
Federal and state income taxes	57,108		52,262
Net income	$	180,198	$	169,237
Net income per common share
Basic	$	4.86	$	4.54
Diluted	$	4.83	$	4.52
Basic weighted average shares	37,087,231		37,300,952
Plus effect of stock compensation	190,463		155,187
Diluted weighted average shares	37,277,694		37,456,139

Casey’s General Stores, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Dollars in thousands)

(Unaudited)


	July 31, 2024		April 30, 2024
Assets
Current assets
Cash and cash equivalents	$	304,988	$	206,482
Receivables	164,926		151,793
Inventories	452,017		428,722
Prepaid and other current assets	33,071		25,791

Income taxes receivable	—		17,066
Total current assets	955,002		829,854
Other assets, net of amortization	193,314		195,559
Goodwill	652,823		652,663
Property and equipment, net of accumulated depreciation of $2,943,154 at July 31, 2024 and $2,883,925 at April 30, 2024	4,695,286		4,669,357
Total assets	$	6,496,425	$	6,347,433
Liabilities and Shareholders’ Equity
Current liabilities

Current maturities of long-term debt and finance lease obligations	$	208,209	$	53,181
Accounts payable	597,112		569,527
Accrued expenses	294,233		330,758
Income taxes payable	32,589		—
Total current liabilities	1,132,143		953,466
Long-term debt and finance lease obligations, net of current maturities	1,398,712		1,582,758
Deferred income taxes	603,964		596,850
Insurance accruals, net of current portion	29,724		30,046
Other long-term liabilities	168,962		168,932
Total liabilities	3,333,505		3,332,052
Total shareholders’ equity	3,162,920		3,015,381
Total liabilities and shareholders’ equity	$	6,496,425	$	6,347,433

Casey’s General Stores, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)


	Three months ended July 31,
	2024		2023
Cash flows from operating activities:
Net income	$	180,198	$	169,237
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	94,409		82,905
Amortization of debt issuance costs	278		278
Change in excess replacement cost over LIFO inventory valuation	2,431		4,500
Share-based compensation	11,036		10,468
Loss (gain) on disposal of assets and impairment charges	2,475		(1,448)
Deferred income taxes	7,114		15,895

Changes in assets and liabilities:
Receivables	(13,133)		(13,179)
Inventories	(25,378)		(52,756)
Prepaid and other current assets	(7,280)		(2,518)
Accounts payable	17,431		(4,344)
Accrued expenses	(38,750)		(20,150)
Income taxes	49,994		39,139
Other, net	529		1,104
Net cash provided by operating activities	281,354		229,131
Cash flows from investing activities:
Purchase of property and equipment	(100,564)		(68,903)
Payments for acquisition of businesses, net of cash acquired	(18,113)		(13,297)
Proceeds from sales of assets	6,688		5,784
Net cash used in investing activities	(111,989)		(76,416)
Cash flows from financing activities:


Payments of long-term debt and finance lease obligations	(29,316)		(29,665)




Payments of cash dividends	(16,611)		(14,945)
Repurchase of common stock	—		(29,893)
Tax withholdings on employee share-based awards	(24,932)		(17,969)
Net cash used in financing activities	(70,859)		(92,472)




Net increase in cash and cash equivalents	98,506		60,243
Cash and cash equivalents at beginning of the period	206,482		378,869
Cash and cash equivalents at end of the period	$	304,988	$	439,112

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION


	Three months ended July 31,
	2024		2023
Cash paid during the period for:
Interest, net of amount capitalized	$	11,845	$	10,701
Income taxes, net	—		—
Noncash investing and financing activities:
Purchased property and equipment in accounts payable	55,768		42,188
Right-of-use assets obtained in exchange for new finance lease liabilities	221		8,345
Right-of-use assets obtained in exchange for new operating lease liabilities	—		2,214


Summary by Category (Amounts in thousands)
Three months ended July 31, 2024	Prepared Food & Dispensed Beverage			Grocery & General Merchandise			Fuel			Other			Total
Revenue	$	405,129		$	1,068,978		$	2,555,642		$	67,988		$	4,097,737
Gross profit	$	236,041		$	378,281		$	314,548		$	26,386		$	955,256
	58.3		%	35.4		%	12.3		%	38.8		%	23.3		%
Fuel gallons sold							772,536
Three months ended July 31, 2023
Revenue	$	372,813		$	996,936		$	2,427,333		$	72,169		$	3,869,251
Gross profit	$	216,861		$	339,573		$	296,978		$	24,342		$	877,754
	58.2		%	34.1		%	12.2		%	33.7		%	22.7		%
Fuel gallons sold							713,991


Prepared Food & Dispensed Beverage											Prepared Food & Dispensed Beverage
Same-store Sales											Margin
	Q1		Q2		Q3		Q4		Fiscal Year			Q1		Q2		Q3		Q4		Fiscal Year
F2025	4.4	%									F2025	58.3	%
F2024	5.9		6.1	%	7.5	%	8.8	%	6.8	%	F2024	58.2		59.0	%	59.6	%	58.1	%	58.7	%
F2023	8.4		10.5		5.0		4.9		7.1		F2023	55.6		56.7		57.3		56.8		56.6


Grocery & General Merchandise											Grocery & General Merchandise
Same-store Sales											Margin
	Q1		Q2		Q3		Q4		Fiscal Year			Q1		Q2		Q3		Q4		Fiscal Year
F2025	1.6	%									F2025	35.4	%
F2024	5.2		1.7	%	2.8	%	4.3	%	3.5	%	F2024	34.1		34.0	%	33.9	%	34.4	%	34.1	%
F2023	5.5		6.9		5.8		7.1		6.3		F2023	33.9		33.3		34.0		33.0		33.6


Fuel Gallons											Fuel Margin
Same-store Sales											(Cents per gallon, excluding credit card fees)
	Q1		Q2		Q3		Q4		Fiscal Year			Q1		Q2		Q3		Q4		Fiscal Year
F2025	0.7	%									F2025	40.7	¢
F2024	0.4		—	%	(0.4)	%	0.9	%	0.1	%	F2024	41.6		42.3	¢	37.3	¢	36.5	¢	39.5	¢
F2023	(2.3)		0.3		(0.5)		—		(0.8)		F2023	44.7		40.5		40.7		34.6		40.2

RECONCILIATION OF NET INCOME TO EBITDA

We define EBITDA as net income before net interest expense, income taxes, depreciation and amortization. EBITDA is not considered to be a GAAP measure, and should not be considered as a substitute for net income, cash flows from operating activities or other income or cash flow statement data. This measure has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We strongly encourage investors to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

We believe EBITDA is useful to investors in evaluating our operating performance because securities analysts and other interested parties use this calculation as a measure of financial performance and debt service capabilities, and it is regularly used by management for internal purposes including our capital budgeting process, evaluating acquisition targets, assessing performance, and awarding incentive compensation.

Because non-GAAP financial measures are not standardized, EBITDA, as defined by us, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare our use of this non-GAAP financial measure with those used by other companies.

The following table contains a reconciliation of net income to EBITDA for the three months ended July 31, 2024 and 2023:


(in thousands)	Three Months Ended July 31,
	2024		2023
Net income	$	180,198	$	169,237
Interest, net	14,067		12,495
Federal and state income taxes	57,108		52,262
Depreciation and amortization	94,409		82,905
EBITDA	$	345,782	$	316,899

NOTES:

•Gross Profit is defined as revenue less cost of goods sold (exclusive of depreciation and amortization)

•Inside is defined as the combination of grocery and general merchandise and prepared food and dispensed beverage

This release contains statements that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including those related to the ability to consummate the Fikes transaction, the potential impact of consummation of the Fikes transaction on relationships with third parties, expectations for future periods, possible or assumed future results of operations, financial conditions, liquidity and related sources or needs, business and/or integration strategies, plans and synergies, supply chain, growth opportunities, performance at our stores. There are a number of known and unknown risks, uncertainties, and other factors that may cause our actual results to differ materially from any results expressed or implied by these forward-looking statements, including but not limited to the execution of our strategic plan, the integration and financial performance of acquired stores, wholesale fuel, inventory and ingredient costs, distribution challenges and disruptions, the impact and duration of the conflict in Ukraine or other geopolitical disruptions, as well as other risks, uncertainties and factors which are described in the Company’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as filed with the Securities and Exchange Commission and available on our website. Any forward-looking statements contained in this release represent our current views as of the date of this release with respect to future events, and Casey’s disclaims any intention or obligation to update or revise any forward-looking statements in the release whether as a result of new information, future events, or otherwise.

Corporate information is available at this website: https://www.caseys.com. Earnings will be reported during a conference call on September 5, 2024. The call will be broadcast live over the Internet at 7:30 a.m. CDT. To access the call, go to the Events and Presentations section of our website at https://investor.caseys.com/events-and-presentations/default.aspx. No access code is required. A webcast replay of the call will remain available in an archived format on the Events and Presentations section of our website at https://investor.caseys.com/events-and-presentations/default.aspx for one year after the call.


Investor Relations Contact:			Media Relations Contact:
Brian Johnson (515) 446-6587			Katie Petru (515) 446-6772

Cover Page	Aug. 28, 2024
Cover [Abstract]
Document Type	8-K
Entity Registrant Name	CASEY'S GENERAL STORES, INC.
Entity Incorporation, State or Country Code	IA
Entity File Number	001-34700
Entity Tax Identification Number	42-0935283
Entity Address, Address Line One	One SE Convenience Blvd.
Entity Address, City or Town	Ankeny
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	50021
City Area Code	515
Local Phone Number	965-6100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value per share
Trading Symbol	CASY
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000726958
Amendment Flag	false
Document Period End Date	Aug. 28, 2024